Amal Ltd Directors Report

Dear Members,

The Board of Directors (Board) presents the annual report of Amal Ltd together with the audited Financial Statements for the year ended on March 31, 2026.

? Financial results

(Rs. lakh)

	Standalone		Consolidated
	2025- 26	2024- 25	2025- 26	2024- 25
Revenue from operations	8,491	4,888	23,964	13,532
Sales and other income	8,555	4,950	24,189	13,584
Profit before tax	633	937	2,795	3,261
Provision for tax	180	250	557	332
Profit for the year	454	687	2,238	2,930
Other comprehensive income (net of tax)	-	1	5	(1)
Total comprehensive income	454	688	2,343	2,929
Balance brought forward	1,219	531	1,541	(1,388)
Balance carried forward	1,549	1,219	3,661	1,541

? Performance

Standalone revenue for the year stood at 8,491 lakh, an increase of 74% over the previous year. This improvement was driven by an increase of 67% in price realisation and an increase of 7% in volume. Profit before tax (PBT) stood at 633 lakh, a decrease of 32%, mainly due to increase in input prices.

Consolidated revenue for the year stood at

Rs 23,964 lakh, an increase of 77% over the previous year. This improvement was driven by an increase of 74% in price realisation and an increase of 3% in volume. Consolidated PBT stood at Rs 2,795 lakh. Consequently, the balance of consolidated profits carried forward stood at Rs 3,661 lakh compared with 1,541 lakh in the previous year.

? Dividend

The Board has recommended a dividend of Rs 1.5 per fully paid-up equity share of Rs 10 each for the year ended March 31, 2026, as against Rs 1 per share in the previous year. The dividend will entail an outflow of Rs 185.44 lakh on the paid-up equity share capital of 123.63 lakh.

? Energy conservation, technology absorption, foreign exchange earnings and outgo

Information required under Section 134(3) (m) of the Companies Act, 2013 (the Act), read with Rule 8(3) of the Companies (Accounts) Rules, 2014,

as amended from time to time, forms part of this report which is given on page number 27.

? Insurance

The Company has taken adequate insurance for its current and fixed assets, team members and products against various relevant risks.

? Risk management

Risk management is an integral part of the business practice of the Company. The framework of risk management concentrates on formalising a system to deal with the most relevant risks, building on existing management practices, knowledge and structures. With the help of a reputed international consultancy firm, the Company has developed and implemented a comprehensive risk management system to ensure that risks to the continued existence of the Company as a going concern and to its growth are identified and remedied on a timely basis. While defining and developing the formalised risk management system, leading standards and practices have been considered. The risk management system is relevant to the business reality, is pragmatic, simple and involves the following:

? Risk identification and definition - Focuses on identifying relevant risks, creating updating clear definitions to ensure undisputed understanding along with details of the underlying root causes contributing factors.

? Risk classification - Focuses on understanding the various impacts of risks and the level of influence on their root causes. This involves identifying various processes, identifying the root causes and a clear understanding of risk inter-relationships.

? Risk assessment and prioritisation - focuses on determining risk priority and risk ownership for critical risks. This involves the assessment of the various impacts, taking into consideration the risk appetite and the existing mitigation controls.

? Risk mitigation - focuses on addressing critical risks to restrict their impact(s) to an acceptable level (within the defined risk appetite). This involves a clear definition of actions, responsibilities and milestones.

? Risk reporting and monitoring - Focuses on providing to the Audit Committee and the Board, periodic information on risk profile evolution and mitigation plans.

Roles and responsibilities

Governance

The Board has approved the Risk Management Policy of the Company. The Company has laid down procedures to inform the Board items listed a) to d) listed above. The Audit Committee periodically reviews the risk management system and gives its recommendations, if any, to the Board.

The Board reviews and guides the Risk Management Policy.

Implementation

Implementation of the Risk Management Policy is the responsibility of Management. It ensures the functioning of the risk management system as per the guidance of the Audit Committee. The Company has a risk management oversight structure and has a Chief Risk and Compliance Officer.

The Management at various levels takes accountability for risk identification, appropriateness of risk analysis and timeliness as well as the adequacy of risk mitigation decisions at both individual and aggregate levels. It is also responsible for the implementation, tracking and reporting of defined mitigation plans, including periodic reporting to the Audit Committee and the Board.

? Internal financial controls

The internal financial controls over financial reporting are designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of the Financial Statements. These include those policies and procedures that:

? Pertain to the maintenance of records, which in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company,

? Provide reasonable assurance that transactions are recorded as necessary to permit the preparation of the Financial Statements in accordance with Generally Accepted Accounting Principles and that receipts and expenditures are being made only in accordance with authorisations of the Management and the Directors of the Company,

? Provide reasonable assurance regarding the prevention or timely detection of unauthorised acquisition, use or disposition of the assets that can have a material effect on the Financial Statements. A reputed international consultancy firm has reviewed the adequacy of the internal financial controls concerning the Financial Statements.

The Management assessed the effectiveness of the internal financial controls over financial reporting as of March 31, 2026 and the Board believes that the controls are adequate.

? Fixed deposits

The Company did not accept any deposits from the public and as such no amount on account of principal or interest on deposits from public was outstanding as of March 31, 2026.

? Loans, guarantees, investments and security

Particulars of loans, guarantees, investments and security provided are given on page number 103.

? Subsidiary company

Amal Speciality Chemicals Ltd is a material subsidiary in accordance with the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( Listing Regulations).

? Related party transactions

All the transactions entered into with the related parties were in the ordinary course of business and on an arms length basis and were reviewed and approved by the Audit Committee. Material related-party transactions were also approved by the members in compliance with the Listing Regulations. Details of such transactions are

given on page number 115. No transactions were entered into by the Company that required disclosure in Form AOC-2.

? Corporate social responsibility

The Corporate Social Responsibility (CSR) Policy, the CSR Report and the composition of the CSR Committee are given on page number 27.

? Annual return

Annual return is available on the website of the Company at:

? Auditors

Statutory Auditors

Deloitte Haskins & Sells LLP, Chartered Accountants were reappointed as the Statutory Auditors of the Company at the 48 th Annual General Meeting (AGM) held on September 08, 2022, until the conclusion of the 53rd AGM.

The Auditors Report for the financial year ended on March 31, 2026, does not contain any qualification, reservation or adverse remark. The report with the Financial Statements is given on page number 75.

Secretarial Auditors

SPANJ & Associates, Company Secretaries, were appointed as the Secretarial Auditors of the Company at the 51 st AGM held on August 29, 2025, until the conclusion of the 56th AGM.

The Secretarial Audit Report for the financial year ended on March 31, 2026 is given on page number 30.

The Secretarial Audit Report of Amal Speciality Chemicals Ltd, the material subsidiary, is also given on page number 33.

? Directors responsibility statement

? In the preparation of the annual accounts for the financial year that ended on March 31, 2026, the applicable accounting standards have been followed and there are no material departures.

? The accounting policies were selected and applied consistently and judgements and estimates thus made were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period.

? Proper and sufficient care was taken for the maintenance of adequate accounting records

in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

? The annual accounts for the year ended on March 31, 2026, were prepared on a going concern basis.

? Adequate internal financial controls to be followed by the Company were laid down and they were adequate and operating effectively.

? Proper systems were devised to ensure compliance with the provisions of all applicable laws and the same were adequate and operating effectively.

? Directors

? Retirement Reappointment Appointment

? Retirement: nil

? Reappointment:

According to Article 131 of the Articles of Association of the Company, Mr Sunil Lalbhai retires by rotation and being eligible, offers himself for reappointment at the ensuing AGM.

? Appointment:

Dr Mahabaleshwar Palekar was appointed as an Independent Director for a period of five consecutive years effective August 01, 2025.

In the opinion of the Board, Dr Mahabaleshwar Palekar fulfils the requisite conditions as per applicable laws and is independent of the management of the Company.

? Policies on appointment and remuneration The salient features of the Policy are as under:

? Appointment

While recommending the appointment of Directors, the Nomination and Remuneration Committee considers the following factors:

? Qualification: well-educated and experienced in senior leadership positions within the industry.

? Traits: positive attributes and qualities.

? Independence: criteria prescribed in the Act and the Listing Regulations for the Independent Directors, including no pecuniary interest and conflict of interest:

? Remuneration of the Non-executive Directors

? Sitting fees: up to 40,000 for attending a Board, Committee and any other meeting

? Commission: up to 1% of the net profit as may be decided by the Board based on

? Profit

? Attendance

? Category (Independent or Non-executive)

? Remuneration of the Executive Directors This is given under paragraph number 2.6.

? Criteria and method of annual evaluation

? The criteria for evaluation of the performance of

? the Executive Directors, b) the Non-executive Directors (other than Independent Directors),

c) the Independent Directors, d) the Chairman,

e) the Committees of the Board and f) the Board as a whole are summarised in the table at the end of the Directors Report at page 25.

? The Independent Directors have carried out an annual:

? review of the performance of the Executive Directors

? review of the performance of the Non-executive Directors (other than Independent Directors)

? review of the performance of the Chairman and assessment of the quality, quantity and timeliness of the flow of information to the Board

? review of the performance of the Board as a whole

? The Board has carried out an annual evaluation of the performance of:

? its committees, namely, Audit, Corporate Social Responsibility, Nomination and Remuneration and Stakeholders Relationship

? the Independent Directors

The templates for the above purpose were circulated in advance for feedback from the Directors.

? Familiarisation programs for the Independent Directors

The Company has familiarisation programs for its Independent Directors. It comprises, amongst others, presentations by and discussions with the Senior Management on the nature of the industries in which it operates, its vision and strategy, its organisation structure and relevant regulatory changes. A visit is organised to one or more of its manufacturing sites. Details of the

familiarisation programs are also available at

? Key Managerial Personnel and other employees

? Appointments and cessations of the Key Managerial Personnel

There were no appointments cessations of the Key Managerial Personnel during the year.

? Remuneration

The Remuneration Policy related to the Key Managerial Personnel and other team members consists of the following:

? Components:

? Fixed pay

? Basic salary

? Allowances

? Perquisites

? Retirals

? Variable pay

? Factors for determining and changing fixed pay:

? Existing compensation

? Education

? Experience

? Salary bands

? Performance

? Market benchmark

? Factors for determining and changing variable pay:

? Company performance

? Business performance

? Individual performance

? Work level

? Analysis of remuneration

The information required pursuant to Sections 134(3)(q) and 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report. However, as per the provisions of Sections 134 and 136 of the Act, the Report and the Accounts are being sent to the members and others entitled thereto, excluding the information on particulars of team members, which are available for inspection by the members.

There were no employees during the year, drawing remuneration exceeding the limit specified.

? Management Discussion and Analysis

The Management Discussion and Analysis is given on page 37.

? Corporate Governance Report

? Declaration given by the Independent Directors

The Independent Directors have given declarations under Section 149(6) of the Act.

? Report

The Corporate Governance Report, along with the certificate from the Practicing Company Secretary regarding the compliance of the conditions of corporate governance pursuant to Regulation 34(3), read with Schedule V of the Regulations, is given on page number 54. Details about the number of meetings of the Board held during the year, are given on page number 42. The composition of the Audit Committee is given on page number 45.

All the recommendations given by the Audit Committee were accepted by the Board.

? Whistleblower Policy

The Board, on the recommendation of the Audit Committee, had approved a vigil mechanism ( Whistleblower Policy). The Policy provides an independent mechanism for reporting and resolving complaints pertaining to unethical behaviour, actual or suspected fraud and violation of the Code of Conduct of the Company and is displayed on the website of the Company at policies/

No person has been denied access to the Audit Committee.

? Secretarial standards

Secretarial standards as applicable to the Company were followed and complied with during the year.

? Prevention, prohibition and redressal of sexual harassment

Details required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and rules thereunder are given on page 48.

? Maternity benefits

The Company has complied with provisions relating to maternity benefits.

? Acknowledgements

The Board expresses its sincere thanks to all the employees, customers, suppliers, lenders, regulatory and government authorities, stock exchanges and investors for their support.

For and on behalf of the Board of Directors

(Sunil Lalbhai)

Mumbai Chairman

April 22, 2026 DIN: 00045590